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Dish TV India

BSE: 532839|NSE: DISHTV|ISIN: INE836F01026|SECTOR: Media & Entertainment
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Directors Report Year End : Mar '16    « Mar 15
The Directors are pleased to present the 28th (Twenty Eighth) Annual
 Report covering the business and operations of the Company and the
 Annual Audited Financial Statements of the Company for the Financial
 Year ended March 31, 2016.
 
 FINANCIAL RESULTS
 
 The Financial Performance of your Company for the Financial Year ended
 March 31, 2016 is summarized below:
 
                                                          (Rs. In Lakhs)
 
                   Standalone - Year Ended     Consolidated - Year Ended
 
 Particulars     Year ended     Year ended     Year ended     Year ended
 
             March 31, 2016 March 31, 2015 March 31, 2016 March 31, 2015
 
 Sales & 
 Services           222,755        268,795        305,994        268,795
 
 Other 
 Income               7,847          5,468          6,404          6,350
 
 Total 
 Income             230,602        274,263        312,398        275,145
 
 Total 
 Expenses           192,890        274,162        283,446        274,409
 
 Profit/
 (Loss) 
 before Tax 
 & Prior 
 Period Item         37,712            101         28,952            736
 
 Prior Period 
 Item                     -              -              -              -
 
 Profit/(Loss) 
 before Tax          37,712            101         69,242            314
 
 Profit from 
 continuing 
 operations 
 before tax          37,712          1,253              -              - 
 
 Profit/(loss) 
 from 
 discontinuing 
 operations
 before tax               -         (1,152)             -              -
 
 - Current tax          260              -          3,310            422
 
 - Deferred tax 
 credit              (4,540)             -        (43,600)             -
 
 Profit from 
 continuing 
 operations 
 after tax           41,992          1,253              -              -
 
 Profit/(loss) 
 from 
 discontinuing 
 operations
 after tax                -         (1,152)             -              -
 
 Profit/(Loss) 
 after Tax           41,992            101         69,242            314
 
 Profit/(Loss) 
 for the Year        41,992            101         69,242            314
 
 Add: Balance 
 brought forward   (197,862)      (197,225)      (198,019)      (197,594)
 
 Adjustment for 
 depreciation             -           (738)             -           (738)
 
 Amount 
 available for 
 appropriations    (155,870)      (197,862)      (128,777)      (198,018)
 
 Balance 
 Carried Forward   (155,870)      (197,862)      (128,777)      (198,018)
 
 There have been no material changes and commitments that have occurred
 after close of the financial year till the date of this report, which
 affect the financial position of the Company.
 
 DIVIDEND
 
 The Board takes the pleasure to report that your Company becomes the
 first Indian Direct To Home (''DTH'') operator to have profits in the
 financial year.  With sustained focus on the business, your Company has
 reported a profit of Rs. 41,992 lacs during the financial year under
 review. Pursuant to Section 123 of the Companies Act, 2013 read with
 Companies (Declaration and Payment of Dividend), Rules, 2014, a Company
 is required to set off accumulated losses of previous years /
 depreciation not provided in previous years against profits of the
 current year before declaration of any dividend. Since there is an
 accumulated debit balance of Rs. 155,870 lacs in the profit and loss
 account of the Company hence no dividend is recommended for the year
 under review.
 
 BUSINESS OVERVIEW
 
 The year under review was a turnaround year for your Company with a
 record profit of Rs. 41,992 lacs. The Company was able to achieve it
 because of sustained focus towards the growth with HD initiatives being
 the core of it and also by keeping a close eye on the costs.  The year
 under review continued to witness growth in gross revenue, gross
 subscribers, EBITDA, and net profit. With Digitization being in full
 swing, TV viewing experience of the audience will evolve further in
 times to come. The outcome will integrate a diverse audience and pose
 multiple challenges and only those who ride with the same pace will
 stay ahead of their competition.  At Dish TV, we understand the impact
 and utility of digitalization which shall enable audience to experience
 their favorite TV shows with highest quality possible.  Dish TV has
 empowered and transformed entertainment in India through the power of
 digitization, offering more channels, On Demand Services and
 Interactive Television Services. In addition, it continues to ensure
 high quality of the received signal and uses a secure digital
 distribution system. Consumers can experience new, improved services
 with enhanced quality.
 
 Marking a paradigm shift in the world of entertainment, Dish TV has
 launched a set of innovative services, such as, On demand services like
 Bhakti Active and Ibadat Active, which offers a new approach to
 spirituality for Dish TV subscribers, Music Active, an advertisement
 free all day music forum comprising of multi genre music.  Worthy of
 recognition is the Miniplex Service launched by Dish TV, offering
 biggest Bollywood Blockbusters to its subscribers.
 
 Dish TV continues to offer a wide array of multi-brand and multi
 product portfolio to suit the needs of different consumer segments. It
 has been a conscious effort of your the Company to lead on the content
 front for both HD and SD channels. Continuing to push the HD growth
 with bouquet of 43 HD channels, dishtruHD  has taken the HD TV viewing
 experience to the next level whilst also building a high-ARPU base of
 HD users that helps in retention too. Evaluating the increase in trend
 on the usage of recording, Dish TV now only offers recorder ready
 set-top boxes which allows Indian consumers to taste the power of
 pause/play and other recording features. With the up-gradation of
 customers from Standard Definition (SD) to High Definition (HD) and
 uptake from new launches, the Company expects to see an increasing
 trend in the ARPU. The introduction of long term offers on recharges,
 will aid retention.
 
 The effort of Dish TV has always been to make entertainment accessible
 in the most convenient ways to the consumers. A few examples of such
 offerings are - DishOnline, stemming from high penetration of smart
 phones and internet. The Indian consumer today is spending increasing
 time on alternate screens like the laptop, tablet and smartphone, away
 from the conventional TV viewing. Understanding the new dynamics of
 evolving consumer trends of multi-screen behavior, this product
 provides LIVE TV, on-demand movies, catch-up TV and video shows at the
 press of a button on the app.
 
 Dish TV has elevated the TV viewing experience to a whole new level
 with its interactive gaming service Games Active and Playin TV offering
 its subscribers exciting and interactive games. Dish TV through its
 strategic approach and correct market evaluations has not only set
 standard but also has evolved to be a Pacesetter.
 
 During the year under review, Dish TV continued to engage subscribers
 by providing wholesome entertainment experience through relevant
 content, on demand services and the door step service and support.  The
 positive effect of the steps taken by the Company coupled with the
 continuous efforts to control the costs yielded positive results in all
 fronts of the business. It also provided an edge over competition and
 the benefit of such service infrastructure will yield benefit in coming
 years. Dish TV has always been a culture maker and High Definition
 seems to be the culture today.
 
 The need and time to transition is now. With the country rapidly
 advancing towards digitization, there has been a simultaneous spurt in
 the category. This provides immense growth potential for the company.
 
 SUBSIDIARIES AND JOINT VENTURE OPERATIONS
 
 Subsidiary in Sri Lanka
 
 Your Company, upon the approval of Board of Directors, incorporated a
 Joint Venture (''JV'') Company with Satnet (Private) Limited, a Company
 incorporated under the Laws of Sri Lanka, in the name and style of
 ''Dish T V Lanka (Private) Limited''for providing Direct to Home Services
 in Sri Lanka, on April 25, 2012 with a paid- up share capital of 1
 million Sri Lankan Rupees. Your Company holds 70% of the paid-up share
 capital and Satnet (Private) Limited holds 30% of the paid-up share
 capital in Dish T V Lanka (Private) Limited. Dish T V Lanka (Private)
 Limited has commenced the operations under the requisite licenses and
 permissions obtained from regulatory authorities. The Company has also
 been registered as a Board of Investment (''BOI'') approved Company in
 Sri Lanka. The registration with BOI grants various benefits to the
 Company including duty free imports of the equipment and set top box
 for one year, tax holiday of 7 years etc.
 
 Subsidiaries in India
 
 Your Company, upon the approval of Board of Directors and the Members
 of the Company, acquired the entire share capital of Xingmedia
 Distribution Private Limited (''Xingmedia'') on March 24, 2014. Upon
 requisite approvals, the name of Xingmedia has been changed to ''Dish
 Infra Services Private Limited''(''Dish Infra'').Post approval of Members
 of the Company by way of Special Resolution passed by Postal Ballot,
 the non-core business of the Company (undertaking pertaining to the
 provision of infra support services to the subscribers for facilitating
 the DTH services including the instruments which are required for
 receiving DTH signals such as set top boxes (STB), dish antenna, Low
 Noise Boxes (LNB) and other customer related services including call
 centre services and repairs) has been transferred to Dish Infra with
 effect from April 1, 2015. Dish Infra has commenced its commercial
 operations (including call center and back end support service to the
 Company) in the first quarter of the Financial Year 2015-16.
 
 Upon nomination by the Company, one Independent Director of the Board
 has been appointed as an Independent Director on the Board of Dish
 Infra (Company''s material non-listed Indian Subsidiary) in compliance
 with the provisions of Regulation 24 of the Securities and Exchange
 Board of India (Listing Obligations and Disclosure Requirements)
 Regulations, 2015 (''Listing Regulations'').
 
 Joint Venture in India
 
 Your Company, upon the approval of Board of Directors incorporated a
 Joint Venture Company in the name and style ''C&S Medianet Private
 Limited''on May 5, 2016.  C&S Medianet Private Limited''s initial paid up
 capital is Rs. 100,000. Your Company holds 48% of the initial capital 
 and Siti Cable Network Limited also hold 48% of the initial capital. 
 The said Company shall act as a negotiating agency for Content/
 Advertisement Sales/ Carriage etc. for the television channel
 distribution industry (DTH and Cable). The said Company is yet to
 commence its operations.
 
 Audited Accounts of Subsidiary Companies
 
 Your Company has prepared the Audited Consolidated Financial Statements
 in accordance with Section 129(3) of the Companies Act 2013 read with
 applicable Accounting Standards and Listing Regulations, 2015. The
 Statement pursuant to Section 129(3) of Companies Act, 2013, and Rule 5
 of Companies (Accounts) Rules, 2014 highlighting the summary of the
 financial performance of the subsidiaries is annexed to this Report.
 
 As required under the Accounting Standard-21 — ''Consolidated Financial
 Statements'', issued by the Institute of Chartered Accountants of India
 (''ICAI'') and applicable provisions of the Listing Regulations, the
 Audited Consolidated Financial Statements of the Company reflecting the
 Consolidation of the Accounts of its subsidiaries are included in this
 Annual Report.  Further, a statement containing the salient features of
 the financial statements of our subsidiaries in the prescribed format
 AOC -1 is appended to this report.
 
 In accordance with Section 136 of the Companies Act, 2013, the audited
 financial statements including the consolidated financial statements
 and related information of the Company and audited accounts of
 subsidiaries are available on the website of the Company viz.
 www.dishtv.in. These documents will also be available for inspection
 during business hours at the Registered Office of the Company.
 
 Your Company has a policy for determining Material Subsidiaries. The
 Policy is disclosed on the Company''s website viz. www.dishtv.in and is
 accessible at http://www.
 dishtv.in/Pages/Investor/Corporate-Governance.aspx
 
 LISTING
 
 Your Company''s fully paid up equity shares continue to be listed and
 traded on National Stock Exchange of India Limited (''NSE'') and BSE
 Limited (''BSE''). Both these Stock Exchanges have nation-wide trading
 terminals and hence facilitates the shareholders/investors of the
 Company in trading the shares. The Company has paid the annual listing
 fee for the Financial Year 2016-17 to the said Stock Exchanges.
 
 The Company has also paid the annual maintenance fee to the Luxembourg
 Stock Exchange in respect of its Global Depository Receipts (''GDR'') for
 the year 2016.
 
 DEPOSITORIES
 
 Your Company has arrangements with National Securities Depository
 Limited (''NSDL'') and Central Depository Services (India) Limited
 (''CDSL''), the Depositories, for facilitating the members to trade in
 the fully paid up equity shares of the Company in Dematerialized form.
 The Annual Custody fees for the Financial Year 2016-17 has been paid to
 both the Depositories.
 
 SHARE CAPITAL
 
 During the year under review, your Company has allotted 293,250 fully
 paid equity shares, upon exercise of Stock Option by the eligible
 Employees of the Company, pursuant to the Employee Stock Option Scheme
 - 2007 (''ESOP - 2007'') of the Company and these shares were duly
 admitted for trading on the stock exchanges viz.  NSE and BSE.
 
 During the Financial Year 2008-09, your Company had come up with Right
 Issue of 518,149,592 equity shares of Rs. 1 each, issued at Rs. 22 per
 share (including premium of Rs. 21 per share), payable in three
 installments. Upon receipt of valid first and second call money from
 the concerned shareholders, during the year under review, the Company
 converted 10,837 equity shares from Rs. 0.50 each paid up to Rs. 0.75 each
 paid up and 17,447 equity shares from Rs. 0.75 each paid up to Rs. 1 each
 fully paid up.
 
 Pursuant to the issue of further equity shares under ESOP scheme and
 subsequent to conversion of partly paid equity shares, the paid up
 capital of your Company during the year has increased from Rs.
 1,065,551,110.75 (comprising of 1,065,519,640 fully paid up equity
 shares of Rs. 1 each, 21,993 equity shares of Rs. 1 each, paid up Rs. 0.75
 per equity share & 29,952 equity shares of Rs. 1 each, paid up Rs. 0.50 per
 equity share) to Rs. 1,065,851,431.75 (comprising of 1,065,830,337 fully
 paid up equity shares of Rs. 1 each,15,383 equity shares of Rs. 1 each,
 paid up Rs. 0.75 per equity share & 19,115 equity shares of Rs. 1 each,
 paid up Rs. 0.50 per equity share).
 
 EMPLOYEE STOCK OPTION SCHEME
 
 In compliance with the Securities and Exchange Board of India (Share
 Based Employee Benefits) Regulations, 2014, as amended from time to
 time, your Board had authorized the Nomination and Remuneration
 Committee (formerly ''Remuneration Committee'') to administer and
 implement the Company''s Employees Stock Option Scheme (ESOP – 2007)
 including deciding and reviewing the eligibility criteria for grant and
 /or issuance of stock options under the Scheme. The ESOP Allotment
 Committee of the Board considers, reviews and allots equity shares to
 the eligible Employees exercising the stock options under the Employee
 Stock Option Scheme (ESOP – 2007) of the Company.
 
 During the period under review, the Nomination and Remuneration
 Committee (formerly ''Remuneration Committee'') of the Board granted
 1,53,200 stock options to the eligible Employees as per the ESOP – 2007
 of the Company. The Company, during the year, allotted 2,93,250 fully
 paid equity shares, upon exercise of the stock options by eligible
 Employees under the ESOP – 2007.
 
 Applicable disclosures relating to Employees Stock Options as at March
 31, 2016, pursuant to SEBI (Share Based Employee Benefits) Regulations,
 2014, as amended from time to time, are set out in the Annexure to this
 Report and the details are also placed on the website of the Company at
 http://www.dishtv.in/Pages/ Investor/Corporate-Governance.aspx. The
 ESOP-2007 Scheme of the Company is in compliance with SEBI (Share Based
 Employee Benefits) Regulations, 2014
 
 Statutory Auditors''certificate to the effect that the ESOP – 2007
 Scheme of the Company has been implemented in accordance with the SEBI
 Guidelines and as per the resolution passed by the members of the
 Company, as prescribed under Regulation 13 of the SEBI (Share Based
 Employee Benefits) Regulations, 2014, has been obtained and shall be
 available for inspection at the Annual General Meeting of the Company.
 Copy of the same shall also be available for inspection at the
 Registered Office of the Company on all working days (Monday to Friday)
 between 2.00 P.M.  to 4.00 P.M. up to the date of Annual General
 Meeting of the Company.
 
 RIGHT ISSUE OF SHARES & UTILISATION OF PROCEEDS THEREOF
 
 Out of the total Right Issue size of Rs. 113,992.91 Lacs, the Company has
 received a sum of Rs. 113,986.35 Lacs towards the share application and
 call money(s) as at March 31, 2016.
 
 The details of utilization of Rights Issue proceeds are placed before
 the Audit Committee and the Board on a quarterly basis. Further, the
 Company also provides the details of the utilization of Rights Issue
 proceeds to IDBI Bank Limited, the Monitoring Agency of the Company,on
 half yearly basis along with Auditors''Certificate on Utilization and
 furnishes the Monitoring Report to the Stock Exchanges.
 
 The Board at its meeting held on May 28, 2009 approved to make changes
 in the manner of usage of right issue proceeds. The utilization of
 rights issue proceeds as on March 31, 2016, is as under:
 
 Particulars                                          Amount
 
                                               (Rs. In Lakhs)
 
 Repayment of loans                                28,421.44
 
 Repayment of loans received after                 24,300.00
 launch of the Rights Issue
 
 General Corporate Purpose                         34,720.40
 
 Acquisition of Consumer Premises                  26,000.00
 Equipment (CPE)
 
 Right Issue Expenses                                 544.52
 
 Total                                            113,986.36
 
 The half yearly Monitoring Reports issued by IDBI Bank Limited, the
 Monitoring Agency of the Company, containing deviation from the
 original proposed expenditure plan and in accordance with the approved
 revised plan was recorded by the Audit Committee and the Board at their
 respective meetings and necessary compliance in this regard had been
 carried out.
 
 GLOBAL DEPOSITORY RECEIPT
 
 The Global Depository Receipt (''GDR'') Offer of the Company for 117,035
 GDRs at a price of US $ 854.50 per GDR, each GDR representing 1,000
 fully paid equity shares of the Company were fully subscribed by Apollo
 India Private Equity II (Mauritius) Limited. The underlying shares
 against each of the GDRs were issued in the name of the Depository -
 Deutsche Bank Trust Company Americas. As on March 31, 2016, NIL GDRs
 are outstanding, the underlying shares of which forms part of the
 existing paid up capital of the Company.
 
 The manner of utilization of GDR proceeds as on March 31, 2016, is as
 under:
 
 Particulars                                         Amount
 
                                              (Rs. In Lakhs)
 
 Acquisition of FA including CPE                   7,669.88
 
 GDR Issue Expenses                                  344.63
 
 Advance against Share Application
 
 Money given to erstwhile Subsidiary                  56.14
 
 Repayment of Bank Loans                             755.22
 
 Operation Expenses including interest
 payment bank charges, exchange
 fluctuation                                      21,819.05
 
 Less: Interest earned-realized                     (439.94)
 
 Balance with non-scheduled bank                  27,570.40
 
 Total                                            57,775.37
 
 NON CONVERTIBLE DEBENTURES
 
 Your Company had issued and allotted 200 (Two Hundred Only) Rated,
 Unlisted, Secured, Redeemable Non- Convertible Debentures (NCDs) of
 the Face value of Rs. 1,00,00,000/- (Rupees One Crores Only) each, for
 cash, aggregating to Rs. 200,00,00,000/-(Rupees Two Hundred Crores
 Only) on Private Placement basis on October 1, 2014.
 
 Pursuant to the Business Transfer Agreement dated February 25, 2015
 between the Company and its Wholly owned subsidiary viz. Dish Infra
 Services Private Limited for transfer of its Non-core business on a
 slump sale basis, effective from April 1, 2015, the Company has inter
 alia novated its debt obligations (Non-Convertible debentures) to Dish
 Infra Services Private Limited on the same terms and conditions.
 Accordingly, the said Non-Convertible debentures in the Company were
 extinguished along with all its obligations as on the close of March
 31, 2015 and no NCDs are outstanding as on close of year under review.
 
 REGISTERED OFFICE
 
 The Registered Office of the Company is presently situated at National
 Capital Territory of Delhi at ''Essel House, B – 10, Lawrence Road
 Industrial Area, Delhi – 110 035''. The Board of Directors at their
 meeting held on August 12, 2016 approved shifting of the Registered
 Office of the Company to State of Maharashtra, Mumbai for ease of
 administration and cost effectiveness, which shifting is subject to the
 approval of the Shareholders and the appropriate authorities. The shift
 will bring in management ease and efficiency and would in no way be
 detrimental to the interest of any member of the public, employees and
 associates of the Company in any manner. After obtaining the
 permission/approval of change of Registered Office from concerned
 authority(ies), the Registered Office of the Company shall be shifted
 from Delhi to Mumbai.
 
 REGISTRAR & SHARE TRANSFER AGENT
 
 During the first quarter of Calendar Year 2016, SEBI had issued an
 order dated March 22, 2016 inter alia restraining Sharepro Services
 (India) Pvt. Ltd. (''Sharepro'') from involving in market related
 activities. The SEBI had also required the clients of Sharepro to
 undertake an Assurance Audit. Further, SEBI has also advised the
 clients of Sharepro to explore appointing another RTA in place of
 Sharepro. The Assurance Audit of records and systems of Sharepro done
 at the behest of your Company by M/s.  MKB Associates, Company
 Secretaries did not reveal any irregularity or violations with respect
 to transfer of securities during the audit period. In terms of the
 order of the SEBI, the Assurance Audit Report was submitted to the
 Stock Exchanges.
 
 Subsequently, in pursuance of the advisory issued by SEBI vide Order
 dated March 22, 2016 your Company has appointed M/s. Link Intime India
 Private Ltd. as the R&T Agent in place of Sharepro. The said changeover
 of R&T agent took place with effect from July 1, 2016.
 
 MANAGEMENT DISCUSSION AND ANALYSIS
 
 Management Discussion and Analysis Statement for the year under review
 as provided under Listing Regulations is separately attached hereto and
 forms a part of this Annual Report.
 
 CORPORATE SOCIAL RESPONSIBILITY
 
 In compliance with requirements of Section 135 of the Companies Act,
 2013, your Company has constituted a Corporate Social Responsibility
 Committee (CSR Committee). The CSR Committee comprises of two
 Independent Directors and the Managing Director. The Committee has
 approved the CSR Policy with Education, Health Care, Women Empowerment
 and Sports as primary focus area. Your Company shall spend at least 2%
 of the average net profits of the Company made during the three
 immediately preceding Financial Years in pursuance of its Corporate
 Social Responsibility Policy when the Company has average aggregate net
 profits for a period of three consecutive Financial Years. The details,
 to the extent applicable, as prescribed under Companies (Corporate
 Social Responsibility Policy) Rules, 2014 are provided as Annexure to
 this report.
 
 POSTAL BALLOT
 
 During the year under review, your Company sought the approval of the
 Shareholders on the following matters, vide Postal Ballot Notice dated
 February 3, 2016:
 
 - Special Resolution under Section 4 and 13 of the Companies Act, 2013
 for Amendments to Objects Clause of the Memorandum of Association.
 
 - Special Resolution under Section 4 and 13 of the Companies Act, 2013
 for Amendment to Clause IV of the Memorandum of Association.
 
 The said notice along with Postal Ballot Form and Business Reply
 Envelopes were duly sent to the Shareholders and your Company also
 offered E-Voting facility as an alternate option for voting by the
 Shareholders, which enabled them to cast their votes electronically,
 instead of Physical Postal Ballot Form.  The result on the voting
 conducted through Postal Ballot process was declared on March 29, 2016.
 
 The procedure prescribed under Section 110 of the Companies Act, 2013
 read with the Companies (Management and Administration) Rules 2014, was
 adopted for conducting the Postal Ballot.
 
 Further, details related to the Postal Ballot procedure adopted, voting
 pattern and result thereof have been provided under the General Meeting
 Section of ''Report on Corporate Governance''.
 
 CORPORATE GOVERNANCE AND POLICIES
 
 ''Corporate Governance''is an ethically driven business process that is
 committed to values aimed at enhancing an organization''s brand and
 reputation in order to achieve the objectives of the organization
 transparently.  This is ensured by taking ethical business decisions
 and conducting business with a commitment to values, while meeting
 shareholder''s expectations. Your Company is committed to benchmarking
 itself with the global standards of Corporate Governance. It has put in
 place an effective Corporate Governance system which ensures that
 provisions of the Act and Listing Regulations are duly complied with,
 not only in form but also in substance.
 
 Your Company believes that maintaining the highest standards of
 Corporate Governance is imperative in its pursuit of leadership in the
 Direct to Home (''DTH'') business. The Company continues to focus its
 resources, strengths and strategies to achieve its vision of continuing
 to be the leader in DTH Industry.
 
 Your Company considers it an inherent responsibility to disclose timely
 and accurate information and also places high emphasis on best business
 practices and standards of governance besides strictly complying with
 the requirements applicable Listing Regulations and Companies Act,
 2013.
 
 In terms of Schedule V of Listing Regulations, a detailed report on
 Corporate Governance along with Compliance Certificate issued by the
 Statutory Auditors of the Company is attached and forms an integral
 part of this Annual Report. Management Discussion and Analysis Report
 and Business Responsibility Report as per Listing Regulations are
 presented in separate sections forming part of the Annual Report. The
 said Reports will also be available on the Company''s website
 www.dishtv.  in as part of the Annual Report.
 
 In compliance with the requirements of Companies Act, 2013 and Listing
 Regulations, your Board has approved various Policies including Code of
 Conduct for Directors & Senior Management, Material Subsidiary Policy,
 Insider Trading Code, Document Preservation Policy, Material Event
 Determination and Disclosure Policy, Fair Disclosure Policy, Corporate
 Social Responsibility Policy, Whistle Blower and Vigil Mechanism
 Policy, Related Party Transaction Policy and Remuneration Policy. All
 these policies and codes have been uploaded on Company''s website viz.
 www.dishtv.in and is accessible at http://www.dishtv.in/Pages/Investor/
 Corporate-Governance.aspx. Additionally, Directors Familiarisation
 Programme and Terms and Conditions for appointment of Independent
 Directors can be viewed on Company''s website viz. www.dishtv.in.
 
 In compliance with the requirements of Section 178 of the Companies
 Act, 2013, the Nomination & Remuneration Committee of your Board had
 fixed the criteria for nominating a person on the Board which inter
 alia include desired size and composition of the Board, age limits,
 qualification / experience, areas of expertise and independence of
 individual. The Committee had also approved in-principle that the
 initial term of an Independent Director shall not exceed 3 years.
 
 The Audit Committee of the Board has been vested with powers and
 functions relating to Risk Management which inter alia includes (a)
 review of risk management policies and business processes to ensure
 that the business processes adopted and transactions entered into by
 the Company are designed to identify and mitigate potential risk; (b)
 laying down procedures relating to Risk assessment and minimization;
 and (c) formulation, implementation and monitoring of the risk
 management plan.
 
 MATERIAL CHANGES AND COMMITMENTS
 
 No material change and/or commitment affecting the financial position
 of your Company have occurred between April 1, 2015 and the date of
 signing of this Report.
 
 DIRECTORS & KEY MANAGERIAL PERSONNEL
 
 Directors
 
 As on March 31, 2016, your Board comprises of 7 Directors including 5
 Independent Directors.
 
 During the year under review, the Board had inducted Dr. Rashmi
 Aggarwal as an Additional Independent Director with effect from May 26,
 2015. The Members of the Company at their 27th Annual General Meeting
 held on September 29, 2015 approved the appointment of Dr.  Rashmi
 Aggarwal as an Independent Director, not liable to retire by rotation
 upto the conclusion of 30th Annual General Meeting of the Company to be
 held in the Calendar year 2018.
 
 During the year under review, Dr. Subhash Chandra – Non Executive
 Promoter Chairman, Mr. Mintoo Bhandari – Non Executive Nominee Director
 of Apollo India Private Equity II (Mauritius) Limited and Mr. Utsav
 Baijal – Alternate Director to Mr. Mintoo Bhandari, tendered their
 resignations from the close of business hours of October 27, 2015. Your
 Board places on record its appreciation for the contributions made by
 the aforementioned Directors. Further, upon resignation of the Chairman
 of the Board, the Board of Directors of your Company nominated Mr.
 Jawahar Lal Goel, as the Chairman of the Board.
 
 Mr. Ashok Kurien, Non-Executive Director is liable to retire by
 rotation at the ensuing Annual General Meeting and, being eligible has
 offered himself for re-appointment. Your Board recommends his re-
 appointment.
 
 Chairman
 
 Mr. Jawahar Lal Goel, the Managing Director of the Company was elevated
 as the Chairman of the Company with effect from October 27, 2015,
 consequent to resignation of Dr. Subhash Chandra as Chairman and
 Non-Executive Promoter Director.
 
 During the tenure of Mr. Goel as Managing Director, the Company has
 continuously maintained strong growth in terms of revenue as well as
 continued its stronghold on the Direct To Home (DTH) market share.
 Under the leadership of Mr. Goel, the Company became the First DTH
 operator of this Country to become Profitable.  The Company has made
 considerable progress in all the spheres and has achieved tremendous
 growth and acquired goodwill and reputation in the business. Mr.  Goel
 has spearheaded the organization with strong zeal and commitment
 despite strong competitive intensity, rise of digital cable network,
 regulatory challenges and technological upheavals.
 
 Mr. Goel has led your Company in a highly competitive and volatile
 market to not just consolidate its market leadership but also is
 shaping the future of your Company into a modern, technology &
 innovation- driven organisation.
 
 Board Diversity
 
 As on March 31, 2016, your Board comprises of 7 Directors including 5
 Independent Directors. The Company recognizes and embraces the
 importance of a diverse Board in its success. The Board has also
 adopted the Board Diversity Policy.
 
 Board Meetings
 
 The Board met six times during the Financial Year, the details of which
 are given in the Corporate Governance Report which forms part of this
 Annual Report. The intervening gap between any two meetings was within
 the period prescribed by the Companies Act, 2013 and Listing
 Regulations.
 
 Declaration by Independent Directors
 
 Independent Directors of the Company provide declarations, both at the
 time of appointment and annually, confirming that they meet the
 criteria of independence as prescribed under Companies Act, 2013 and
 the Listing Regulations.
 
 Key Managerial Personnel
 
 During the year under review, Mr. Rajagopal Chakravarthi Venkateish,
 Chief Executive Officer, Key Managerial Personnel of the Company,
 resigned from the Company from the close of business hours of October
 31, 2015.  Your Board places on record its appreciation for the
 contributions made by Mr. Venkateish. Based on the recommendations by
 the Nomination and Remuneration Committee, your Board appointed Mr.
 Arun Kumar Kapoor as the Chief Executive Officer of the Company with
 effect from November 23, 2015.
 
 In compliance with the requirements of Section 203 of the Companies
 Act, 2013, Mr. Jawahar Lal Goel, Managing Director and Chairman, Mr.
 Arun Kumar Kapoor, Chief Executive Officer, Mr. Rajeev Kumar Dalmia,
 Chief Financial Officer and Mr. Ranjit Singh, Company Secretary of the
 Company are Key Managerial Personnel of the Company.
 
 Board Evaluation
 
 The Independent Directors of your Company, in a separate meeting held
 without presence of other Directors and management, evaluated the
 performance of the Chairman & Managing Director and other Non-
 Independent Directors along with performance of the Board/Board
 Committees based on various criteria recommended by Nomination &
 Remuneration Committee. A report on such evaluation done by the
 Independent Directors was taken on record by the Board and further your
 Board, in compliance with requirements of Companies Act, 2013,
 evaluated performance of all Independent Directors based on various
 parameters including attendance, contribution etc.
 
 Policy on Directors''appointment and remuneration
 
 In compliance with the requirements of Section 178 of the Companies
 Act, 2013, the ''Nomination & Remuneration Committee''(NRC Committee) of
 your Board had fixed the criteria for nominating a person on the Board
 which inter alia include desired size and composition of the Board, age
 limit, qualification/experience, areas of expertise and independence of
 individual. The Committee had also approved in-principle that the
 initial term of an Independent Director shall not exceed 3 years. Your
 Company has also adopted a Nomination, Appointment, Remuneration and
 Training Policy, salient features whereof is annexed to this report.
 
 Further, pursuant to provisions of the Act, the NRC Committee of your
 Board has formulated the Remuneration Policy for the appointment and
 determination of remuneration of the Directors, Key Management
 Personnel, Senior Management and other Employees of your Company. The
 NRC Committee has also developed the criteria for determining the
 qualifications, positive attributes and independence of Directors and
 for making payments to Executive Directors of the Company.
 
 The NRC Committee takes into consideration the best remuneration
 practices in the industry while fixing appropriate remuneration
 packages and for administering the long-term incentive plans, such as
 ESOPs. Further, the compensation package of the Directors, Key
 Management Personnel, Senior Management and other employees are
 designed based on the set of principles enumerated in the said policy.
 Your Directors affirm that the remuneration paid to the Directors, Key
 Management Personnel, Senior Management and other employees is as per
 the Remuneration Policy of your Company.
 
 Familiarisation Programme for Independent Directors
 
 During the year under review, to familiarize the Directors with
 strategy, operations and functions of the Company, the senior
 managerial personnel made presentations about Company''s strategy,
 operations, product offering, market, technology, facilities and risk
 management.  The Directors were also provided with relevant documents,
 reports and internal policies to enable them to familiarise with your
 Company''s procedures and practices, from time to time, besides regular
 briefing by the members of the senior leadership team.
 
 Also the Board including all Independent Directors were given a
 detailed presentation on February 3, 2016 by S. R.  Batliboi & Co. LLP
 on the various aspects of Companies Act, 2013, Roles and
 responsibilities of Directors, road map and key issues of Ind-AS and
 Income Computation disclosure standards.
 
 Further, at the time of appointment of an Independent Director, the
 Company issues a formal letter of appointment outlining their duties
 and responsibilities as a Director.
 
 Detail of familiarisation program organized for Independent Directors
 during FY under review form part of Corporate Governance Report annexed
 hereto and are also posted on the Company''s website, www.dishtv.  in
 and can be viewed on the following link: http://www.
 dishtv.in/Pages/Investor/Corporate-Governance.aspx.
 
 Committees of the Board
 
 Currently, the Board has seven standing committees viz. Audit
 Committee, Nomination and Remuneration Committee, Corporate Social
 Responsibility Committee, Stakeholders''Relationship Committee, ESOP
 Allotment Committee, Finance Committee and Cost evaluation and
 rationalization committee. The Audit Committee of the Board comprises
 of 3 (Three) members, all being Independent Directors, with Mr. B.D.
 Narang, Non-Executive Independent Director, as its Chairman and Mr.
 Arun Duggal and Mr. Lakshmi Chand as the members of the Audit
 Committee. During year under review, all recommendations of the Audit
 Committee were accepted by the Board of Directors of the Company.
 
 Details of the constitution of these Committees, which are in
 accordance with regulatory requirements, have been uploaded on the
 website of the Company viz.  www.dishtv.in. A detailed note on the
 Board and its Committees is provided under the Report on Corporate
 Governance section.
 
 Vigil Mechanism
 
 The Board has adopted a Whistle Blower Policy (Vigil Mechanism) to
 provide opportunity to Directors/ Employees/Stakeholders of the Company
 to report concerns about unethical behavior, actual or suspected fraud
 of any Director and/or Employee of the Company or any violation of the
 Code of Conduct. Further during the year under review, no case was
 reported under the Vigil Mechanism.
 
 AUDITORS
 
 Statutory Auditors
 
 At the 26th Annual General Meeting of the Company held on September 29,
 2014, Walker Chandiok & Co. LLP, Chartered Accountants, Gurgaon, having
 Registration No. 001076N/N-500013 were appointed as the Statutory
 Auditors of the Company to hold office till the conclusion of the 29th
 Annual General Meeting. In terms of the first proviso to Section 139 of
 the Companies Act, 2013, the appointment of the Auditors shall be
 placed for ratification at every Annual General Meeting.  Accordingly,
 the appointment of Walker Chandiok & Co.  LLP, Chartered Accountants,
 as Statutory Auditors of the Company, is placed for ratification by the
 Shareholders.  In this regard, the Company has received an eligibility
 certificate from the Statutory Auditors to the effect that the
 ratification of their appointment, would be in accordance with Sections
 139 and 141 of the Act.
 
 Your Board is of the opinion that continuation of Walker Chandiok & Co.
 LLP, Chartered Accountants, as Statutory Auditors during and for
 certifying the financial statements for FY 2016-17, will be in the best
 interests of the Company and therefore Members are requested to
 consider the ratification of their appointment as Statutory Auditors of
 the Company for signing financial statements and issue reports for the
 period ending March 31, 2017. The ratification proposed is within the
 time frame for transition as provided under the third proviso to
 sub-section (2) of Section 139 of Companies Act 2013.
 
 Secretarial Auditor
 
 During the year, the Board re-appointed Mr. Jayant Gupta, Practicing
 Company Secretary, proprietor of M/s Jayant Gupta & Associates, Company
 Secretaries as the Secretarial Auditor of the Company for conducting
 the Secretarial Audit for the financial year 2015-16.  The Secretarial
 Audit was carried out in compliance with Section 204 of the Companies
 Act, 2013 and the Companies (Appointment and Remuneration of Managerial
 Personnel) Rules, 2014.
 
 The reports of Statutory Auditor and Secretarial Auditor forming part
 of this Annual report do not contain any qualification, reservation or
 adverse remarks. During the year the Statutory Auditors have not
 reported any matter under Section 143 (12) of the Act, therefore no
 detail is required to be disclosed under the applicable provisions of
 the Act.
 
 DISCLOSURES
 
 i. Particulars of Loans, guarantees and investments: Particulars of
 Loans, guarantees and investments made by the Company required under
 Section 186(4) of the Companies Act, 2013 are contained in Note No. 49
 to the Standalone Financial Statement.
 
 ii. Borrowings and Debt Servicing: During the year under review, your
 Company has met all its obligations towards repayment of principal and
 interest on loans availed.
 
 iii. Transactions with Related Parties: None of the transactions with
 related parties fall under the scope of Section 188(1) of the Act. All
 Related Party Transactions entered during the year were in Ordinary
 Course of the Business and on Arm''s Length basis. No Material Related
 Party Transactions, i.e. transactions exceeding ten percent of the
 annual consolidated turnover as per the last audited financial
 statements, were entered during the year by your Company. Accordingly,
 the disclosure of Related Party Transactions as required under Section
 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable.
 
 iv. Deposits: Your Company has not accepted any public deposit under
 Chapter V of the Companies Act, 2013.
 
 v. Extract of Annual Return: The extract of Annual return in form MGT-9
 as required under Section 92(3) of the Act read with Companies
 (Management & Administration) Rules, 2014 is annexed to this report.
 
 vi. Sexual Harassment: The Company has zero tolerance for Sexual
 Harassment at workplace and has adopted a Policy on prevention of
 Sexual Harassment in line with the provisions of ''The Sexual Harassment
 of Women at Workplace (Prevention, Prohibition and Redresssal) Act,
 2013''and the Rules made thereunder. There was no complaint on sexual
 harassment during the year under review.
 
 vii. Regulatory Orders: No significant or material orders were passed
 by the regulators or courts or tribunals which impact the going concern
 status and Company''s operations in future.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING
 AND OUTGO
 
 Your Company is in the business of providing Direct- to- Home (''DTH'')
 services. Since the said activity does not involve any manufacturing
 activity, most of the Information required to be provided under Section
 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts)
 Rules, 2014, are not applicable.
 
 However the information, as applicable, are given hereunder:
 
 Conservation of Energy:
 
 Your Company, being a service provider, requires minimal energy
 consumption and every endeavor is made to ensure optimal use of energy,
 avoid wastages and conserve energy as far as possible.
 
 Technology Absorption:
 
 In its endeavor to deliver the best to its viewers and business
 partners, your Company is constantly active in harnessing and tapping
 the latest and best technology in the industry.
 
 Foreign Exchange Earnings and Outgo:
 
 Particulars of foreign currency earnings and outgo during the year are
 given in Note No. 29, 30 and 31 to the notes to the Accounts forming
 part of the Annual Accounts.
 
 HUMAN RESOURCE MANAGEMENT
 
 Your Company has been successful in attracting best of the talent from
 industry and academic institutions and has been successful in retaining
 them. We hire for talent, passion and right attitude through latest
 recruitment and selection practices. We have established our reputation
 for being a vibrant learning organization driven by passion. We provide
 conducive and healthy climate with values of openness, enthusiasm,
 experimentation and collaboration. We deploy quality HR services to
 attract, develop, motivate and retain a diverse workforce with
 supportive work environment.The Company is committed to nurturing,
 enhancing and retaining talent through superior learning & Organization
 Development interventions.
 
 Long-term development of human capital and strategic deployment of
 retention tools is at the core of your Company''s strategy. Your Company
 believes that committed employees are vital for the sustained growth of
 the Company. The Company takes pride in the commitment, competence and
 dedication shown by its employees in all areas of business. Your
 Company has established policies and procedures to discover and use the
 employees''capabilities and potential to increase their commitment and
 contribution to the overall organization.
 
 The Company has a robust appraisal system based on MBO (Management by
 Objectives) philosophy following a top down approach and open
 performance discussions.  We encourage meritocracy and reward
 excellence in performance. The employees display highest level of
 business integrity and ethics in their business conduct.
 
 Your Directors place on record their appreciation for the significant
 contribution made by all employees, whothrough their competence,
 dedication, hard work, co-operation and support have enabled the
 Company to cross new milestones on a continual basis.
 
 PARTICULARS OF EMPLOYEES
 
 As on March 31, 2016, the total numbers of employees on the records of
 the Company were 388. The information required under Section 197 of the
 Companies Act, 2013 (''Act'') read with the Companies (Appointment and
 Remuneration of Managerial Personnel) Rules, 2014, along with statement
 showing names and other particulars of the employees drawing
 remuneration in excess of the limits prescribed under the said rules is
 annexed to this report.
 
 DIRECTORS''RESPONSIBILITY STATEMENT
 
 In terms of and pursuant to Section 134 of the Companies Act, 2013, as
 amended from time to time, in relation to the Annual Financial
 Statements for the Financial Year 2015-16, your Directors confirm the
 following:
 
 a) The Financial Statements of the Company - comprising of the Balance
 Sheet as at March 31, 2016 and the Statement of Profit & Loss for the
 year ended on that date, have been prepared on a going concern basis
 following applicable accounting standards and that no material
 departures have been made from the same;
 
 b) Accounting policies selected were applied consistently and the
 judgments and estimates related to the financial statements have been
 made on a prudent and reasonable basis, so as to give a true and fair
 view of the state of affairs of the Company as at March 31, 2016, and,
 of the profit of the Company for the year ended on that date;
 
 c) Proper and sufficient care has been taken for maintenance of
 adequate accounting records in accordance with the provisions of the
 Act, to safeguard the assets of the Company and for preventing and
 detecting fraud and other irregularities;
 
 d) Requisite internal financial controls were laid down and that such
 financial controls are adequate and operating effectively; and
 
 e) Proper systems have been devised to ensure compliance with the
 provisions of all applicable laws and such systems are adequate and
 operating effectively.
 
 RISK MANAGEMENT SYSTEM & INTERNAL CONTROL SYSTEMS
 
 Your Company has an effective internal control and risk mitigation
 system, which is constantly assessed and strengthened with standard
 operating procedures and which ensures that all the assets of the
 Company are safeguarded and protected against any loss and that all the
 transactions are properly authorized and recorded.  The Company has
 laid down procedures to inform audit committee and board about the risk
 assessment and mitigation procedures, to ensure that the management
 controls risk through means of a properly defined framework. The
 internal control systems of your Company ensures that all assets are
 safeguarded and protected against loss from unauthorized use or
 disposition and those transactions are authorized, recorded and
 reported correctly.
 
 Your Company has in place adequate internal financial controls with
 reference to financial statements. Based on internal financial control
 framework and compliance systems established in the Company, the work
 performed by statutory, internal and secretarial auditors and reviews
 performed by the management and/or relevant Audit and other Committees
 of the Board, your Board is of the opinion that the Company''s internal
 financial controls were adequate and effective during the financial
 year 2015-16. During the year, no reportable material weakness in the
 design or operation was observed.
 
 Properly documented policies, guidelines and procedures are laid down
 for this purpose. The internal control system has been designed to
 ensure that the financial and other records are reliable for preparing
 financial and other statements and for maintaining accountability of
 assets.
 
 The Company also has an Audit Committee, presently comprising of 3
 (three) Non-Executive professionally qualified Directors, who interact
 with the Statutory Auditors, Internal Auditors and Auditees in dealing
 with matters within its terms of reference. The Committee inter alia
 deals with accounting matters, financial reporting and internal
 controls which also periodically reviews the Risk Management Process.
 
 INSIDER TRADING CODE
 
 In compliance with the Securities and Exchange Board of India
 (Prohibition of Insider Trading) Regulations, 2015 (''the PIT
 Regulations'') on prevention of insider trading, your Company had
 instituted a comprehensive Code of Conduct for regulating, monitoring
 and reporting of trading by Insiders. The said Code lays down
 guidelines, which advise Insiders on the procedures to be followed and
 disclosures to be made in dealing with the shares of the Company and
 cautions them on consequences of non-compliances.
 
 Your Company has further put in place a Code of practices and
 procedures of fair disclosures of unpublished price sensitive
 information. Both the aforesaid Codes are in line with the PIT
 Regulations.
 
 BUSINESS RESPONSIBILITY REPORT
 
 The Business Responsibility Report (''BRR'') has been prepared and forms
 part of the Annual Report as Annexure. The Report provides an overview
 of initiatives taken by your Company.
 
 RATINGS
 
 ICRA Limited, a Credit rating agency, has during the year under review
 assigned ICRAA  (ICRA A plus) rating for the Loan Term Loans and ICRAA 
 / ICRAA1 long-term/ short-term interchangeable bank facilities of
 Company''s wholly owned subsidiary viz. Dish Infra Services Private
 Limited. Instruments with this rating are considered to have very
 strong degree of safety regarding timely payment of financial
 obligations. Such instruments carry lower credit risk.
 
 CARE (Credit Analysis and Research Limited), a Credit rating agency has
 enhanced the rating of Long- Term/ Short Term Bank Facilities of the
 Company to CARE A (SO) /A1 (SO). Instruments with this rating are
 considered to have very strong degree of safety regarding timely
 payment of financial obligations. Such instruments carry lower credit
 risk.
 
 INDUSTRIAL OPERATIONS
 
 The Company maintained healthy, cordial and harmonious industrial
 relations at all levels. The enthusiasm and unstinting efforts of the
 employees have enabled the Company to remain at the leadership position
 in the industry. It has taken various steps to improve productivity
 across the organization.
 
 CAUTIONARY STATEMENT
 
 Statements in this Report, particularly those which relate to
 Management Discussion and Analysis, describing the Company''s
 objectives, projections, estimates and expectations, may constitute
 ''forward looking statements''within the meaning of applicable laws and
 regulations and actual results might differ.
 
 ACKNOWLEDGEMENT
 
 It is our strong belief that caring for our business constituents has
 ensured our success in the past and will do so in future. Your
 Directors acknowledge with sincere gratitude the co-operation and
 support extended by the Central and State Governments, the Ministry of
 Information and Broadcasting (''MIB''), the Department of
 Telecommunication (''DOT''), Ministry of Finance, the Telecom Regulatory
 Authority of India (''TRAI''), the Stock Exchanges - and other
 stakeholders including employees, subscribers, vendors, bankers,
 investors, service providers as well as other regulatory and government
 authorities.
 
 Your Board also takes this opportunity to express its deep gratitude
 for the continued co-operation and support received from its valued
 stakeholders.
 
 
 
 
                      For and on behalf of the Board
 
                      Jawahar Lal Goel        Arun Duggal
 
                      Managing Director       Independent Director 
 
                      DIN: 00076462           DIN: 00024262
 
 Place: Noida
 
 Date: August 12, 2016
Source : Dion Global Solutions Limited
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